The Doctors New Companion
by derpyholic
Summary: Derpy is a lonely mare with no friends. Dr. Whooves is a lonely stallion who has left or outlived all his friends. They are perfect for each other. Unfortunately the doctor has something of use for a sadistic factory owner and gets kidnapped. Determined to find him, she sets out on a quest to find him, with the help of a few unlikely ponies along the way.


They were a perfect match.

He was a headstrong stubborn stallion who spent his days alone with no one to talk to but himself. He had had many friends over the course of his life but they had all died or left, never to see him again. He spent his lonely days traveling the world until all the views and landmarks had blended together. Nothing was special anymore. He had seen, smelled, heard, felt and tasted everything there is to see smell hear feel or taste. He had outlived all the friends that had not left him. He eventually stopped trying to make friends entirely to avoid the misery of losing them. He had continued this for many years. Or at least until he met her.

She was a lighthearted cheerful mare with laughter in her eyes and a silly smile plastered across her face. She didn't have very many friends on account of her clumsiness and the ones she did have weren't very close. She also spent many of her days alone, like him, in the clouds, dreaming of someone she could be with all the time. Someone who wouldn't mind her crossed eyes or clumsiness. Someone to snuggle with on cold rainy nights and play with on warm sunny days.

The y had met completely on accident. He was on his way to ponyville for probably the fiftieth time in his life. She was sleeping on a cloud above the road. As I said she didn't have many friends, so she was picked on all the time for various reasons. A small group of Pegasus was flying nearby. They kept looking in her direction and giggling to themselves. Eventually one of them quietly flew over to her cloud and looked back at his friends with a big smile on his face. He turned around and gave the cloud a strong kick, poofing it out of existence and causing her to wake up and scream as she fell, tumbling through the sky towards the unforgiving ground. Her wings had locked up in the confusion keeping her from just flying away.

He heard her screaming and looked up to see the grey Pegasus falling out of the sky, golden mane whipping around her fear stricken face. He ran down the road as fast as he could towards her. He dove under her, catching her just before she hit the ground. They tumbled down off the road and down a hill before coming to a stop in some bushes.

Both had their eyes closed tightly and their teeth clenched. Tentatively, he opened an eye to find her on top of him, holding him tightly and shivering. She slowly lifted her head and looked around. Her breathing slowed back to normal and she finally looked down at her rescuer.

Her yellow eyes het his and they both froze. He had become accustomed to reading expressions over the years but he couldn't read hers. He stared into her beautiful golden eyes, not even acknowledging the fact that they were crossed. She stared right back into his. His eyes seemed to hold the secrets of a thousand years of life and an entire universe.

"Um" he began, "are… you okay?"

She stared back at him, still mesmerized by his eyes. She shook her head and climbed off of him, smiling sheepishly.

"Yeah, I'm fine, thanks" she pawed at the ground shyly and tried not to look up at him.

"What happened?" he asked, "Why were you falling? Your Pegasus, you could have just flown"

"I—I don't know" she said, truly confused, "sometimes when I get scared my wings don't work. I was sleeping on a cloud, but then… the cloud was gone." She thought hard, her mouth contorting into a funny little scowl, "I just don't know what went wrong."

"Well your safe now" he said climbing to his hooves. "I'm the doctor" he smiled holding his hoof out to her.

"Dr. who?"

He ignored the question. He had heard it so many times it was starting to become a joke. "Just the doctor."

"Oh, okay, I'm derpy" she shook his hoof awkwardly.

"Derpy who?" he asked jokingly.

"Nope" she grinned, "derpy 'hooves'."

They continued to chat as they climbed the hill back to the road and started off towards ponyville. They grew close quite quickly and learned that they had very much in common. They were both lonely, somewhat rejected by society and different from everyone else. By evening they felt like they had known each other since they were foals. They left ponyville and started down the road they had met on.

As they turned the corner she saw a big blue box sitting next to the road. It looked a lot like a telephone booth but unlike any derpy had ever seen. It was quite a bit larger than an average telephone booth and appeared to be made out of wood, not glass. It had a light on top and a small door in the front. Across the top it read "POLICE BOX" in big white capital letters. The doctor turned to derpy with a glum look in his eye.

"I have to leave now" he said quietly, looking at her with a look of dismay.

"But you just got here!" she protested

"I know. But I never stay in one place very long." She gave him a look that pleaded him to stay. "I don't want to leave any more than you want me to."

A little tear formed under her left eye. She didn't cry very often but she had grown attached to the doctor. "Will I ever see you again?"

He sighed. He hated when they asked that. "Probably not"

More tears started to brim in derpys' eyes and she sniffled. "You can't leave; you're the closest friend I've ever had."

He trotted over to her and put a foreleg around her shoulders, "I know. I've lost more close friends than you can imagine"

"That doesn't help" she sniffled.

He scowled. "I never was very good with people" he thought to himself.

She looked up into his eyes for the millionth time that day, "i'll never forget you"

"Nor I you" he gave a little smile and wiped the tears from her face. He unlocked the blue box, stepped inside, and closed the door behind him. Derpy watched in sullen amazement as the box began to slowly fade in and out of existence with a soft whooshing sound. She stood there a few minutes after it had disappeared, then turned away hanging her head, and started her slow walk back to ponyville.

"—on second thought—"derpy gave a surprised yelp as the doctor stepped out from behind a tree in front of her, "—why don't you come along with me!"

Derpy regained her composure only to lose it again running up to him and giving him a big hug. "Yes! I will! Let's go!"

"Whoa whoa whoa! Slow down!" he laughed, "we're going!" he led her past the tree to the police box that had reappeared behind it.

He opened the door and motioned for derpy to enter. She hesitated.

"Won't it be a little – cramped, in there?"

He laughed again, "oh no! Just go on it!"

She stepped inside and her jaw hit the floor. The inside of the box was a cavernous round room with a raised platform connected to a few flights of stairs. At the center of the platform was a huge clear tube with some sort of piston inside. A table covered in all forms of switches and doohickeys wrapped all the way around the piston.

"Its – its big—"she started to stutter in amazement.

"Yes. It is bigger on the inside. This is the tardis. It's the universes most powerful spaceship and/or time machine. Could you grab the door for me?"

She closed the door and followed him up the stairs to the raised platform. He began pushing seemingly random buttons and pulling seemingly random switches. The piston began to slowly move and the sound she had heard earlier echoed through the room.

Their adventures had begun.

. . .

The sounds and smells of 1887 Paris wafted through the air. The Eiffel towers silhouette dominated the horizon in front of a fading orange sky. It was late evening and derpy and the doctor were sitting on a hill in a public park. The Eiffel tower had just been built and shone brightly in the remainder of the day's sunlight. They had decided to go there for derpys birthday. Or rather, the doctor had decided to stop here as a surprise.

He had come a few minutes earlier to set up a picnic then returned to pick her up. Thanks to the miracles of time travel she didn't have to wait that long. They had a wonderful time talking and eating and laughing. As the sun completely disappeared the doctor grinned, his next surprise was about to begin.

Just as the last rays of light started to vanish below the horizon, fireworks blasted across the sky, illuminating them both in bright shades of blue, red, green, and yellow.

Derpy yelped in surprise and jumped onto the doctor, knocking him over. They rolled down the hill and came to a stop in some bushes. Derpys eyes were closed tight and she was holding him tightly.

"Well well well" he chuckled, "this seems familiar now doesn't it?"

Derpy opened her eyes and blushed. She began to climb off of him but he stopped her.

"No" he whispered, "stay." He wrapped his forelegs around her in a warm embrace and nuzzled her neck. They found themselves once again looking into each other's eyes. Her golden iris's reflecting the colors in the sky above them.

Slowly, ever so slowly, they leaned in closer to each other, never breaking eye contact. Their lips met and they finally closed their eyes. The finale of fireworks erupted around the Eiffel tower then ended, accenting the kiss in an almost surreal way. Finally they broke apart and smiled at each other. This was the happiest either of them had ever felt.

"I have something for you" the doctor said softly, smiling uncontrollably.

"Really?!" derpy perked up, she loved surprises.

"It's in the tardis" he said as she jumped off him excitedly. She ran into the blue police box and returned with a small package wrapped in muffin wrapping paper. She trotted up and set it down in front of him.

"Is this it?" she asked.

"Yes, go on, open it"

She wasted no time tearing the paper from the little box and pulling the lid off of it. She sat down and brought a hoof to her mouth. She wiped a happy tear from her eye and choked up a little. Inside the box sat a little red bowl, its colors faded and worn. A small bottle with a picture of bubbles on it, a little pink wand, and a muffin. A purple muffin.

"Where did you get these?" she asked, carefully taking the old bowl out of the box.

"On the other side of a mountain near ponyville, they were just sitting there, as if someone had just left them."

She looked up at him with teary eyes. "Thank you" she whispered, and nearly tackled him with a hug.

"Well? What are you waiting for?" he asked, nodding towards the rest of the contents of the box. Derpy set the bowl down and emptied the bottle into it. She took the bubble wand into her teeth and dipped it into the bowl. She shook her head, surrounding them both in a cloud of bubbles.

She stared at them, mesmerized. The tiny rainbow globes floating around them delicately. She tentatively poked one with a hoof and popped it.

"There's one more thing" the doctor said, nodding towards the box again. Derpy turned and picked up the muffin. It was purple, purple muffins were her favorite. She was about to take a bite of it when she noticed one last thing in the box. It had been hidden under the muffin. A little piece of paper. A photograph. It was a trio of ponies. One was a big grey stallion with a yellow mane and tail. The other was an all yellow mare. In between them sat a little grey filly her little hooves clutching a doll and her crossed eyes curiously staring at the camera.

Derpy picked up the picture and broke into tears again. She hardly ever cried. But this was something she had been longing to see for a long time. The doctor put a comforting hoof on her shoulder but kept quiet. After she had cried herself out she clutched the picture to her chest and kissed him on the cheek.

"This is – the best birthday I ever had" she smiled.

"I'm glad you like it" the doctor replied. They sat there on that hill for quite a while, just quietly enjoying each other's company, the only light shining from the top of the tardis. Eventually they got up, packed their things, and got aboard the tardis. They set a course for ponyville. Five minutes after they had left a year ago.

. . .

They landed smoothly and quietly, the tardis' engines slowly whooshing and wheezing as they shut off. Derpy was sitting by the railing, still staring at the picture the doctor had given her. She could only remember bits and pieces of her foalhood. The last thing she remembered of her parents was her mother teaching her how to make bubbles. She didn't really remember much else. But she knew the faces in the picture and was happy to see them again.

"We're here" the doctor announced, breaking derpy out of her trance. He trotted down the steps and to the door.

Derpy stood to follow and started down the stairs when she heard a scream from outside. She looked up to see the door of the tardis was open and the doctor was gone.

She barreled down the stairs as fast as she could. Her hoof caught on the last step causing her to slam her face into the floor and summersault out the door. She shook her head to clear it and gasped at what she saw. A small group of stallions had surrounded the doctor and were trying to restrain him. He was obviously not happy about it.

He was bucking wildly trying to get them off of him. He managed to hit one solidly in the chin knocking him back and popping a few teeth from his mouth. The enraged stallion brought a hoof down on the back of the doctors' head with a sickening thud, ending his struggle.

"NOOOOOOOOO!" derpy screamed racing towards them. One of the stallions turned to face her, his dark eyes boring holes in her soul. His coat was filthy and stained with blood and various scars peppered his immense body. On his back sat a gruesome looking pair of rusty mechanical wings.

She charged him, half out of fear and half out of desperation. He raised a hoof and bashed her across the face. The powerful blow sent her across the clearing and into a tree. She fell to the ground dazed and bleeding from her cheek and mouth. She spat up the blood and stood up again. The blow had severely thrown off her vision and now everything was a dark blur.

She watched helplessly as the shadowy figures lifted the doctors' unconscious body and took to the sky. Something fell from his vest picket but she ignored it and gave chase as best she could. But it was a losing battle. They quickly faded into the distance and she fell to the ground, to tired and hurt to continue. She stumbled over to a tree near the road and collapsed. Rain gradually began to fall through the branches and land on her face, mixing with her tears and soaking her mane. She lay there, sobbing weakly, her picture sitting beside her, ink running together in the rain.

. . .

"Do you think that she's okay?"

"I don't know, she's in pretty rough shape."

"Look at the blood all over her face, she must have went through quite the ordeal"

"I know… wait! Shh! She's waking up!"

Derpy slowly opened her eyes and blinked the sleep out of them. She lifted a hoof to block the blinding sun and groaned. She had an immense headache and her chin was caked in blood that she had coughed up in her sleep. Her eyes were crusted over and her whole body was sore. She turned to find two mares standing over her, both with concerned looks on their faces.

"Are you okay? One of them asked, her red eyes wide with worry for this pony she didn't even know.

"You look like you've just fought an ursa minor" the other mare stated. She seemed to be the polar opposite of her companion. She had a neatly styled mane and tail with a perfectly knotted pink bow tie, which greatly contrasted with her beige coat. Her unicorn companion, on the other hand, had a wildly styled two tone blue mane and a pure white coat.

"They have him" derpy moaned, trying to stand but falling, too weak to walk.

"Have who?" the white unicorn asked.

"The doctor, they took him. I couldn't stop them" she sniffled and tried to wipe the crud from her eyes. She saw her picture lying next to her and her heart skipped a beat. "No" she whispered, reaching over and picking the picture up off the wet grass.

The ink had smeared and run together into a big swirling mass of meaningless color. The picture had been completely destroyed. She turned it over numbly and found a note on the back.

To derpy hooves

My favorite companion

Happy birthday

-dr. whooves

"What's that?" the white unicorn asked, leaning in for a better look. Derpy just drooped her head and cried. Her shoulders shook gently as her quiet sobs were noticed by the other two mares.

Octavia trotted over and lay down beside her. "Don't cry, you have friends here to help you, don't cry"

Derpy looked up with a glint of anger in her gaze. "HE was my ONLY friend, I don't even KNOW you!"

Octavia was unphased by derpys little outburst and put a foreleg around her shoulders. "I'm Octavia," she said giving her a little smile, "my friend here is vinyl scratch."

"I'm, I'm derpy" derpy replied trying to smile back.

"So" Octavia said in a soothing tone, "why don't you tell us what happened"

Derpy took a deep breath and recounted the entire story as best she could. Meeting the doctor. The tardis. The adventures they had. The doctors' abduction. Everything. She didn't even care whether they believed her or not.

Vinyl had a skeptical look on her face but Octavia clung onto every word. When derpy had finished Octavia helped her to her hooves and got her to the road.

"Let's go get you cleaned up" she said, "then we'll see what we can do about your friend"

. . .

Derpy felt much better after a nice warm bubble bath. She had been brought to Octavia house and cleaned up. She didn't really care for the house much. It was to clean and perfect. The white carpet matched the white walls and white furniture. The only other major splash of color was the grand piano. Its hulking ebony form taking up a corner of the barely furnished living room.

She had been carried there by vinyl and Octavia. They had drawn a hot bath in Octavia's monstrous marble bathtub. She was still pretty weak so they did their best to wash her up.

She had lain tired in that tub for at least an hour. She had dosed off in the now lukewarm water, completely comfortable. She has managed to relax and collect her thought for the first time that day. She had decided that the first chance she got she would go into town and ask everyone she saw about the stallions that had taken her closest friend. She would try her best to find out where he could have been taken and hopefully even find him.

She lazily opened her eyes and saw vinyl sitting next to the tub, watching her intently. She let out a little squeak of surprise and slid down into the water up to her chin, the bubbles tickling her nose. Vinyl grinned.

"How long have you been watching me?" derpy asked.

"For a while" vinyl replied, "You've been sleeping for like an hour."

"Do you always watch ponies sleep?"

"Only the cute ones"

Derpy blushed furiously. It was apparent that the white unicorn found her attractive. She didn't know what to do. She had never been in such a situation.

"Um… thanks" she said awkwardly, stirring the bubbles with her hoof.

"Man" vinyl whistled, shaking he head, "this doctor of yours is one lucky stallion." She was eyeing derpy in kind of an unnerving way that made her increasingly uncomfortable.

"Uh… yeah, could you, um… leave?" derpy asked, "I don't mean like, get out but, um, maybe stop watching me?"

Vinyl laughed. "Am I making you uncomfortable?"

"Yeah. Just a little."

Vinyl stood and turned to leave but stopped. She turned back and leaned over the edge of the tub, planting a quick little kiss on derpys lips. Once again derpy blushed furiously as vinyl finally left. She had been completely taken aback by vinyl's sudden action but she was too confused to be angry.

She clambered out of the tub and wrapped herself in a towel. She stepped out of the bathroom and into the living room.

Octavia was at the piano, swaying back and forth gently as her hooves danced across the keys. Derpy watched quietly until she finished. She noticed derpy standing there and stood up.

"Ah! Your awake!" she grinned, "feel better?"

"Yeah, much" derpy smiled meekly, "thanks"

"Don't mention it" Octavia dismissed the thanks with a wave of her hoof.

Derpy looked at the floor, "does she always do that?"

"Do what? Who?"

"Vinyl. Does she always, kiss strangers?"

"Not that I know of, why?

"Nothing"

Octavia raised an eyebrow. "Did she kiss, you?"

"Um, uh, sort of" she mumbled still looking at the floor.

Octavia sighed, "Don't mind her, she has no self control. And it seems she's attracted to you." She gave derpy a reassuring look. "Just tell me if it happens again and I'll take care of it, okay?"

Derpy nodded. "Has she ever, kissed you?"

Octavia grinned, "She did once" she stood and stepped out the door, "but she never did it again after I broke her jaw."

Derpys eyes grew wide. Could this kind mare actually break someone's jaw? She made a mental note never to kiss her, even though she wasn't planning to anyway.

She followed Octavia out the door and towards ponyville. Vinyl had left some time earlier to perform somewhere in canterlot, so it was just the two of them. Their first stop was a small bakery by the name of sugarcube corner. The second they stepped in the door they were greeted by a bouncy pink pony whose mane resembled thick fluffy cotton candy.

"Hi Octavia!" she smiled wider then derpy thought to even be possible, "whose your new friend? I just love new friends! What's her name? How long is she staying? Why are her eyes crossed?"

Octavia cut her off by stuffing a cupcake in her mouth. "Her name is derpy hooves, she's only visiting, and she was born that way." She turned to derpy, "I'm sorry for pinkie pies behavior, she's easily excitable."

But derpy wasn't paying attention. She had her face pressed up against the glass of a display case, staring at the bakeries fine array of muffins.

"I see you like muffins!" pinkie said in her shrill squeaky voice, bouncing over to derpy, "say, do you know dr. whooves?"

Derpy perked up, "yes, why? Do you know where he is?"

No. but he was in here just a few minutes ago buying a big purple muffin. He said it was for somepony special." She gasped, "are you that special somepony?!"

Derpy was confused at first, the cr. Had been kidnapped the day before, how could he have been here? Then she remembered the time travel. She blushed "um, I guess so"

"He is so lucky! You're pretty!" pinkie started to bounce away but derpy stopped her.

"Do you know if anyone was watching him?"

"Why?"

"Because, he was kidnapped yesterday" Derpy said, praying to herself that this perky pony could help.

"Hmmmmmmmm" pinkie thought to herself, "there was this big scary guy who came in looking for him."

"What did he look like?"

"He was gigantanormous and all dirty" pinkie wrinkled her nose.

Derpys stomach did a back flip. "Did you see where he went?"

"Yup! He went to the market. I see him there every day, looking at all the stuff but never buying anything…" she trailed off as she walked into the back of the bakery.

Derpy was already bounding out the door with Octavia not far behind.

"Where are you going?" Octavia asked when she got within earshot.

"One of the stallions who kidnapped the doctor goes to the market every day"

"How can you be sure that it's him?"

"Only one way to find out"

. . .

The market was the usual bustling mass of activity. Vendors shouted their products to the crowd. Ponies of all shapes sizes and colors were there, and the stalls were just as varied as the ponies shopping among them. They sold everything from food to potions to dresses. Derpy was very tempted to stop and browse but she resisted the urge and kept walking.

She scanned the massive crowd but, not being a very big pony, couldn't see very far. She spread her wings and took to the air, knocking over a pile of baskets in the process. Octavia apologized to the vendor and set off after derpy, who was flying low over the crowd.

After half an hour of constant searching derpy was beginning to tire. She made a not so graceful landing on a nearby roof and sat down. She was beginning to doubt the pink mares' story until something on the other side of the market caught her eye.

A large black stallion had stepped out of an alley and into the market square. She disregarded the pony at first… he was too well kept, unlike the ponies that had attacked them. But the more she looked the more she realized that she had seen him somewhere before.

As he got closer she could see bare spots on his back and withers where the fur had been rubbed off, as if something had sat there for a long long time. There were other bare patches scattered throughout the rest of his coat where scars littered his skin. He stopped with his back to her to talk to one of the vendors. After a while he turned around.

He looked right at her. He stared into her eyes and grinned. Derpy slid down below the edge of the roof. It was him, She was sure of it. She looked back over the roof to see if he was still there, but he had disappeared.

She took to the air again, determined to find him. She saw Octavia gallop into an alley and swooped down after her. She was shocked to see the gray pony standing over the stallion, blood dripping from a cut on her face onto his own busted up muzzle.

"What the buck do you want from me?!" he demanded, his broken lip spraying blood tainted saliva.

"I think you know what I want." She spat, putting a hoof on his throat.

"Octavia?" derpy asked tentatively, frightened by her friends polar change in demeanor, "Are you okay?"

Octavia whirled around. "Derpy! Yes, I'm fine." She nodded down to her captive, "is this one of them?"

Derpy stepped closer and took a good long look. The stallion stared back with a look of pure hatred. She knew that look.

"Its him" she said, "he's the one that took the doctor"

"I have no clue what you're talking about!" the stallion protested but was silenced by a brutal punch across the jaw from Octavia.

"Do you want to ask him any questions?" she asked nodding toward her now dazed prisoner.

Derpy eyed Octavia wearily but stepped forward. "Who are you? Why did you take the doctor?"

"I don't have to tell you anything!" the black stallion snapped.

Octavia reached into one of her saddlebags and pulled out a razor sharp skinning knife that she had purchased in the market. She pressed the flat of it against the stallions face with the point nearly touching his eye.

"I think you should answer her questions" she snarled.

"Or what?"

Octavia picked up the knife and held it over his right eye. "Or ill be the last thing you ever see"

The stallion scoffed, and then yelped as Octavia carved a deep gash in his cheek under his eye.

"Okay! Please! Stop!" she choked, "my name is cutlass." He glared up at Octavia, "and we took your 'doctor' because we were told to."

"By who?" derpy asked, now standing over him.

"The factory manager. He told us to find the pony in the blue box. He didn't say what for"

"Manager of what factory?"

He looked at her with a maniacal grin. "Oh? You don't know? It's only the most important factory in all of equestrian"

"What is it?

"The rainbow factory"

Octavia's face took on a look of shock. Derpy didn't get it; she didn't even know what the stallion was talking about. "What's the rainbow factory?" she asked, completely confused.

"It's where they make rainbows" Octavia said quietly.

"I love rainbows!" Derpy smiled, "what's so bad about it?"

"They make the rainbows out of, other ponies."

"What?!"

Octavia gave cutlass one last kick to the skull, rendering him unconscious. She climbed off him and turned to face Derpy. "They make rainbows out of ponies" she explained sadly, "They collect them, kill them, and turn their remains into rainbows." She gave Derpy a sullen look, "I'm sorry Derpy, and he's gone."

"NO!" Derpy yelled, "Don't say that! He's not dead!" she turned and took to the sky, tears brimming in her eyes. She flew until she saw the familiar form of a blue box below her. She landed softly and sat next to it, sniffling.

"Oh, hello!" a voice rang out from behind her, causing her to jump into the air and emit an adorable squeak. "Oh! I'm sorry! I didn't mean to scare you" the purple unicorn said, trotting up to Derpy. "My name is twilight sparkle, what's yours?"

"Derpy." Derpy replied and fell back into sullen silence and self pity.

"Is this your police box?" twilight asked.

"No" Derpy sighed, "it's a friend, but he's not here right now."

"Well, where is he then?"

"The rainbow factory"

"Hey! I know where that is!"

Derpy perked up, "you do?"

"Yup! I visit all the time! They help make the most beautiful rainbows!"

"Do you know how they make them?"

Twilight thought for a moment, "come to think of it, no. they tend to keep that a secret."

"Can you take me there?"

"I was actually on my way there when I saw this police box. These things haven't been around for ages!"

They headed up the road towards a steady billowing of black smoke into the sky, towards the rainbow factory.

. . .

The factory was huge. Immense concrete smokestacks towered over the building, laying its shadow over the landscape and billowing black smoke into the atmosphere.

They arrived at the entrance and stopped before the massive solid steel double doors looming over them. Twilight stepped off to the side and pushed a small rust encrusted button on the wall.

"Who is it?" a loud voice crackled through the old intercom system.

"Twilight sparkle"

"Ah! Twilight! Come on in!" the voice boomed. The huge doors slowly swung open with a dull creak, not completely but enough for them to get through.

The inside of the factory wasn't all that impressive. The warehouse size room was filled with huge machines belching steam and clanking loudly. Rusty walkways adorned the walls and ceiling above them, snaking around the immense room. Ponies of various sizes and colors, although mainly pegasi roamed around the machines, checking instruments and turning valves.

A door next to them swung open and a stallion stepped out that doubled big make in sheer size. His dull red/orange coat was meticulously cleaned and his white mane was slicked back. He wore a toothy grin and a dark red tie.

"Twilight! God to see you again!" he boomed

"Mr. Skinner I was in here yesterday" twilight smiled

"Well it's still good to see you" his gaze fell on derpy, "and who's is this?"

"My friend derpy, she wanted to come to the factory so I decided to bring her along, considering I was coming here anyway." She pushed derpy forward, "go on, say hello"

"Um, hi" derpy attempted to smile

"Great to meet you derpy!" Mr. Skinner nearly shouted, "We get a lot of pegasi comin' in here but not many as visitors, I hope you enjoy your visit."

"Don't worry we will" twilight smiled, leading derpy onto the factory floor.

Derpy looked around bewildered, "where are all the rainbows?" she asked

"This factory only makes the components of the rainbows" twilight explained, "The factory in cloudsdale puts them together."

Derpy wasn't sure what a component was, but she knew one thing: the doctor had to be here somewhere. Twilight kept rambling on about the functions of the machinery until they reached the end of the factory floor.

"So derpy, what do you think?" twilight asked, but derpy wasn't paying attention. Something on the other side of the room had caught her eye. She trotted over for a closer look, leaving twilight standing there.

It was a door. A small rusty door with a little plaque that read "employees only" in faded red letters.

"Derpy, you can't go in there" twilight warned, "It's for employees only." Before twilight could stop her, derpy opened the door and stepped inside.

Twilight quickly followed derpy through the door and stopped dead in her tracks. Derpy was standing in front of her at the railing on the edge of the platform they found themselves on. Her mouth was agape and her eyes were wide in shock and horror.

Below them lay an entire factory kept separate from the one they came from, and with good reason. The sickening stench of burning flesh wafted up from the dimly lit factory floor. Huge bubbling vats filled with red fluid and chunks of meat, some still with fur on them, filled the center of the room, lit by the soft glow of red lights.

A small group of ponies in the far corner were grouped closely around one of the machines. As derpy strained to listen for any voices, she caught a familiar voice faintly in the distance.

"You can't do this!" the young filly voice rand out, "let me go!"

Derpy crept down the catwalk for a closer look, followed closely by twilight. She caught a glimpse of an orange coat and gasped, she knew exactly who it was.

One of the workers slapped scootaloo across the face to shut her up. "Shut up you little brat! This is the best you'll ever do for society!"

"P-please" scootaloo begged, "let me go, give me another chance!"

"I'm sorry but you had your chance" the worker snorted walking over to a control panel and pulling a single lever.

Scootaloo came into view as the machine lifted her high off the ground. Her hooves were enclosed in metal shackles the spread her legs far apart, leaving her midsection exposed. Her face was bloodied and bruised and her tiny wings lay mangled and broken on her back. Derpy and twilight watched as the horrible machine began its work.

The shackles on scootaloos' legs slowly began to turn counter clockwise, twisting her legs.

"No! Please! Stop!" the orange filly sobbed as the pain started to become more intense. "Please! Oh celestia! Stop! Make it stop! Aaaaaauuuuuggh!" she screamed as her left foreleg snapped and bent at an awkward angle, followed by her right. Slowly all four of her legs were twisted and broken. She let out an agonized wail as the shackles pulled away, tearing her legs off one by one.

Her sobs changed to weak whimpers as the blood loss started to take effect. A mechanical arm swung down from the ceiling and placed a rusted bent metal muzzle over the fillies face, silencing her and hiding all but her teary bloodshot eyes.

A small trapdoor beneath her opened and a tiny circular saw – no larger than an apple – came into view. Scootaloos' eyes widened and she struggled weakly, her pleading and begging muffled by the mechanical mask.

The tiny blade rose with an electronic whirring noise until it reached its destination, right between where scootaloos' back legs had been.

Scootaloos' eyes were wild now and she was breathing erratically. The little saw started with a high pitched buzz and made contact with the fillies flesh, sending a little spray of blood onto the ponies below. Scootaloos' muffles screams grew louder as the saw slowly made its way up her stomach and chest.

As the saw neared her chin the muzzle on her face pulled away, releasing her blood caked mouth. She sobbed and vomited as the saw came to a stop just under her lower jaw.

The machine moved her forward over one of the vats and paused for a moment, like it was letting her take in the gory pit beneath her.

A couple more mechanical arms reached around her and gripped the flesh along the cut on her belly. Her pupils dilated and her shrieks reverberated off the walls, hurting derpy's ears. Twilight had looked away a long time ago but derpy couldn't tear her eyes away from the atrocity she was witnessing.

Blood sprayed from scootaloos' mouth as the clamps spread her open, allowing her organs to fall out and hang limply from her body. She threw her head back and forth violently, blood still spraying from her throat. The clamps tore the organs from her ribcage one by one, leaving her heart and lungs for last. The flesh hit the fluid in the vat below with a wet slap and caused twilight to wretch and puke.

Derpy stared in disbelief as the clamps moved to scootaloos' face. The tortured filly let out one last scream as the clamps plunged into her eyes, popping them and soaking her face in their fluids. The machine dropped her barely live body into the vat, where it sank below the surface with a faint gurgle.

The machine returned to its original position and the workers returned to their wandering. The vats began to slowly drain through a row of pipes that entered a small row of separate machines. After a few minutes of constant noise the fluid shot into a separate row of pipes that led through the wall and out of the room, each now displaying a different color.

They had just witnessed the recipe for a rainbow.

. . .

"Didn't you read the sign?" derpy and twilight spun around to see Mr. Skinner standing calmly in the doorway, blocking their only means of escape.

"M-Mr. skinner" twilight stammered, "What's going on?"

The large stallion stepped forward a couple paces, backing the frightened mares up against the railing. "It's simple really, we're making rainbows."

"But I thought you made them with magic"

Mr. Skinner grinned, "oh twilight, poor unimaginative twilight. Why use magic when you can use machines?" he closed the door behind him and an electric deadbolt slid into place, trapping them. "You see girls, we used to use magic to make rainbows, and it worked quite well. Unfortunately for us during discords rampage most if not all of our unicorn workers quit. It didn't take long to find a more effective method."

He continued to advance and derpy and twilight continued to back away. "But why are you killing ponies?" twilight asked, "You don't need any ingredients to make rainbows"

"Without magic you do. When all of my workers quit I had to find a new way to make rainbows out of something other than magic. When one of my janitors fell into one of the machines I discovered that ponies seemed to make the perfect shades for a rainbow. A sick thought of course, but affective none the less. Besides, where would the world be without rainbows?"

"You don't have to do this!" derpy pleaded, "You can just hire more unicorns!"

Mr. Skinner shook his head, "tsk tsk, if only it were that easy."

The two mares squealed as they were grabbed from behind by two burly workponies who quickly clamped their hooves over their mouths.

"Take them away," Mr. Skinner ordered, "put them with our other guest."

They were taken down a short corridor that led off the catwalk, away from the factory area. The worker holding twilight leaned forward and smelled the back of her neck, giving her ear a little lick.

"Mmmm, you smell good, "he grinned, lust twinkling in his dull grey eyes.

"Hey!" the other worker scolded, "leave her alone. Do you want Mr. Skinner to put you through the machine?"

The stallion grumbled something under his breath but backed off. They stopped at a small door which was opened by one of the workers. The two mares were pushed inside the cold dark room. Twilight muttered to herself, absently rubbing her rump where the worker had given her a firm spank.

"It's about time I've had some visitors" a voice rang out in the darkness. "It does tend to get quite boring in here."

Derpys ears perked up when she heard the voice. Her heart skipped a beat as she walked towards the voice. "Who are you?"

"Derpy?" the voice asked, its tone taking on a familiar uncertainty, "is that you?"

"Yes!" derpy yelled as a light appeared before her, revealing a brown stallion in a torn vest. "Doctor! I found you!"

The doctor was on his hooves in seconds and swept derpy up in a powerful embrace, spinning her around in circles.

"By celestia it's you!" he exclaimed happily, setting the overjoyed mare down. His smile quickly faded as he came to a dark realization. "What are you doing here?! They could have killed you! In fact they probably still will!" he looked into derpys eyes with a stern scolding look, "you shouldn't have come."

"I had to find you!" derpy insisted, "when I saw them take you I-, I was so scared. I didn't want to lose you. You're my only friend."\

"I know," the doctor sighed, "and I love you very much, but now you've put yourself in danger. Do you think I want you to get hurt? Even for my sake?"

"No, I guess not" derpy hung her head miserably. The doctor couldn't stand to see her like that. He sat down next to her and put a foreleg around her

"It's okay. Everything is going to be fine" He whispered, letting her rest her head on his chest as he gently stroked her mane and face.

"Um, I'm sorry to interrupt but, how are we gonna get out of here?" twilight asked, "We're kind of in a bit of a jam."

"Oh! Yes of course!" the doctor mumbled, standing up and beginning to pace.

"Doctor," derpy asked, "why do they want you anyway?"

"Want me? Oh it's simple really. You see, the factory has been draining quite a lot of power for quite some time now, and that Mr. Skinner fella is getting scared. He's afraid that somepony will notice, so he looked for an alternate fuel source and unfortunately I was at the top of the list."

"But why you?" twilight asked as the doctor kept pacing, "why are you so valuable?"

The doctor stopped pacing and turned to face them. "Well that's the interesting bit," he began, obviously delving into an uncomfortable subject. "I'm not exactly a normal pony"

"You're not?"

"No, I'm a member of a now extinct species known as time lords. The blue box you have undoubtedly seen," he nodded to twilight, "is a time machine and spacecraft, the most powerful in the universe. Anyway, I'm basically what you would call an alien, considering I have two hearts and I'm over nine hundred years old."

"You're an alien?!" derpy exclaimed, "you're over nine hundred years old?! Why didn't you tell me?!"

"Well the topic never really came up; I mean you knew about the tardis it thought you would have already figured." The doctor shuffled uneasily, "since I'm a time lord I actually contain immense amounts of energy gained from time traveling and such. So they want me to be a power supply for their machines."

"So what are we gonna do?" asked derpy

"I don't know, if only I had my sonic screwdriver we'd have a decent start but I don't know where it is!"

"Um, is it that shiny wand thing in your pocket?" twilight asked, pointing at the device poking out from the breast pocket of the doctors vest.

"There it is!" the elated stallion grinned, "how could I have forgotten to have put it there?" his brow furrowed in thought, "how could they have missed it? Hm." He took the device in his teeth and waved it around the room. A high pitched buzz came off the device that fluctuated as it moved and a little blue light glowed brightly at the end. After a few seconds he took it in his hoof and stared at it. Seemingly satisfied, he flicked the end closed and put it back in his pocket.

"Nopony around, shall we make our escape?"

. . .

With a passionate shout of "allons-y!" the doctor soniced the door open and led them down the hall at a brisk pace. They had to stop and find someplace to hide on multiple occasions to avoid the workers but eventually they made their way back to the factory floor.

He motioned for them to stay low as they stepped out onto the catwalk. They slowly made their way across the immense room to an emergency exit, until they noticed the spectacle below them.

The workers were once again crowded around the gruesome machine in the far corner, but at a distance this time. Standing in the center of them was skinner, the dim lights glistening off of the blade he held in his teeth. Derpys' heart hit her stomach when she realized who was strapped into the machine.

It was Octavia. Her beautiful mane was tangled and messy, and her face was badly bruised. It was evident that they hadn't captured her without one hell of a fight.

"So, who might you be my dear?" skinner asked, flipping the knife he was now holding in his hoof.

"I told your thugs already." She grunted. She went into a violent coughing fit that resulted in her vomiting a bloody ball of phlegm.

"Oh did you now?" he asked, raising an eyebrow, "was this before or after you put them through a window?"

Octavia threw her head back and went into another coughing fit. This time however, she spat right into skinners face.

He started to shake with rage and took a step forward. "You are going to pay for that!" he grabbed her forcefully and planted a deep kiss on her lips. She struggled against her restraints but to no avail. He finally broke the kiss and held her face roughly in his hooves, pressing his blade against her cheek. "I'm gonna deal with you personally"

When the trio made it to the exit, the doctor turned to face them. "You two go on and get out, I'll catch up." He said, pushing the old door open. Luckily for them the door wasn't connected to any form of alarm.

"Aren't you going to come with us?" twilight asked, "We got into all this trouble just to get you out, or at least derpy did"

The doctor glanced down at the crowd below them, "I have to save her"

Derpy grabbed him in a firm hug. "Please be safe" she whispered, "I don't want to lose you again"

He returned the hug and kissed her on the cheek, "don't worry, I will"

Derpy watched him sneak away into the shadows before stepping out onto the fire escape with twilight. It was sunset and the sky looked just as it had that night in Paris, right down to the shades of orange.

She kept looking back at the door, not wanting to leave. Twilight sat patiently, seemingly in no hurry.

With a small sigh derpy looked to twilight, "I have to go back inside. I can't lose him again. I just can't."

"I understand" twilight gave a small smile, "go ahead, I'll wait right here."

Derpy gave her a quick hug and hurried back into the factory. She spotted the doctor standing in the shadows of one of the vats, watching events unfold before him, or at least until skinner raised his knife threateningly over Octavia's face.

"I wouldn't do that if I were you" he stepped out of the shadows as the rest of the little mob spun around to face him. "I suggest you let her go"

"I see you've escaped" skinner said flatly. "Well since you're here maybe YOU can help me dispose of this attractive young mare by dying with her." he freed Octavia from her shackles and pushed her over to the doctor who stepped in front of her.

"Do you even have the slightest clue who you're dealing with?" the doctor asked, staring skinner down.

"Oh, I know quite a lot about you doctor, quite a lot" his sinister grin grew wider as he looked to Octavia. "Tell me dear, have you ever wondered where your parents went?"

Octavia snarled, "I know what happened to them, they abandoned me as a foal because they couldn't support me. They left me on the steps of an orphanage."

"That's what those 'caregivers' at the orphanage told you eh?" skinner chuckled and shook his head. "They didn't abandon you, they FORGOT you. They ran off with that ever so charming stallion standing in front of you who had promised to bring them back to the moment after they first left. Unfortunately for you they never came back."

"They didn't!" Octavia gasped, "Did they doctor? Tell me the truth!" the doctor just stood there, shame and guilt written all over his face.

"And your other friend, derpy was it? Ah yes, do you know how she became so retarded?"

"Do NOT call her RETARDED!" the doctor nearly yelled, taking a few rage fueled steps forward.

"Temper doctor temper" skinner smirked, "besides, I think you already know what happened anyway."

Without knowing it, derpy had leaned closer and closer towards the edge of the platform. With a startled yell she tipped over the edge and plummeted down only to have her fall broken by one of the workers.

Scrambling to her hooves, derpy rushed over to the doctor and stood behind him. Skinners smile only grew larger with this fresh turn of events.

"As I was saying, you should know how she ended up like this doctor, hm?" he watched the doctor squirm uncomfortably as derpy looked on in confusion.

"What's he talking about?" derpy asked, "What's going on?"

"He never told you?" skinner asked in mock surprise, "shame on you doctor!"

"She doesn't need to know"

"Know what?" derpy asked, her cross eyed face twisted in confusion.

"Nothing…"

"Tell me"

"I can't…"

"Tell me!"

Finding an opportunity to cause even more discordance between the small group of captives, skinner held up a hoof to cut their little argument short before the truth came out and ruined the suspense. "Even though I do enjoy a good bit of drama I have business to attend to" he motioned towards the small group and his workers started to converge on the three of them.

"Don't move!" the doctor yelled, pointing his sonic at the nearest vat. "If you move any closer ill blow this whole factory to kingdom come!"

"You wouldn't dare"

"oh wouldn't I?" the doctor asked through gritted teeth, "we'd still have a minute or two to escape while you're all scrambling around like rats in a woodstove"

"Well I hope you're willing to test that theory" skinner grunted, once again motioning for his thugs to advance.

With each advancing step they were pushed back farther until they eventually backed into the wall, end of the line.

The doctor leaned over towards Octavia and derpy, never taking his eyes off of the horde before them. "When I say run, I want you to get out. Get as far away from here as you can. Don't stop until your legs can't carry you anymore, you hear me?"

The mares nodded, already having to fight the urge to run.

"Last chance skinner!" the doctor yelled, "let us go or your all history!"

"Get them!"

The doctor pointed his sonic towards the control panel on the nearest vat, causing sirens to scream as power began to overload the heating system to dangerous levels.

"RUN!" he yelled as he pushed the two mares ahead of him. They sprinted for the stairs, going for the exit they had discovered earlier. As they drew close to the door some of the workers caught up, tackling the doctor and throwing the mares up against the wall.

"Let GO OF ME!" Octavia roared, flipping her captor over her shoulder and over the railing. She bucked derpys captor in the head and helped the doctor, who had already taken care of his attacker, to his hooves.

"TEN SECONDS TO SYSTEM FAILURE" an electronic voice echoed over the sirens.

Just as Octavia and the doctor stepped out of the door a group of workers came down on derpy, dragging her back from the door and forcing her to the floor.

"Derpy!" the doctor screamed, turning back to help.

"No!" derpy pleaded, "go! Just go!"

"FIVE SECONDS TO SYSTEM FAILURE"

"I won't leave you!"

"For the love of celestia go!" derpy screamed, tearing up as she struggled vainly fort freedom.

With one final heart-wrenching look at the love of his life, he tore his eyes away and ran out the door as fast as he could, leaping from the fire escape before he could change his mind. He landed in a freezing cold pond next to the factory, ripping the air from his lungs and momentarily blinding him. He swam to the edge and kept on running until he saw Octavia and twilight in the distance.

By the time he reached them the factory was beginning to collapse. With a deafening explosion the entire building was engulfed in flames from the inside out.

"NO!" the doctor screamed, "NO! WE HAVE TO GO BACK!"

"We can't! Octavia yelled over the noise, "She's gone!"

"NO SHES NOT! SHE CAN'T BE! SHUT YOUR MOUTH!"

THE DOCTOR SOBBED.

"She's DEAD!"

"SHUT UP!" he threw himself at her in his grief induced rage, desperately swinging at her face with his hooves, blindly trying to beat the living daylights out of her. With one well placed kick Octavia knocked him out cold.

Free from realities torment.

. . .

Rubble. Nothing but rubble. Rubble covered in dust, surrounding the smoking skeletal remains of the factories internal structure. In some areas fires still burned, feeding on spilled chemicals left from the destroyed machinery. The horrible scent of death filled the air from the dozens of corpses decaying beneath the collapsed walls. Any weak cries for help had long since gone silent.

The doctor stood on the edge of it all, gazing over it with cloudy eyes. His face revealed no emotion although he was being eaten alive with pain. Octavia stepped up beside him, still bruised from her own personal ordeal.

"I could have saved her, you know." He said quietly, not taking his eyes off the destruction lying before him.

"There was nothing you could have done" she reassured, "if you would have tried you would have died with her."

"Well you wanna know something? I wish I had. I wish I would have gone after her and gone up with the whole bloody place!" his voice cracked and his chin quivered as a tear began to form in the corner of his eye. "This whole bloody thing is my fault! I should never have come!"

"If you hadn't then you never would have been able to experience the joy of having known each other at all." She put a comforting hoof on his shoulder. "I know that for a fact." They sat in silence for quite a while, a shiver periodically disrupting the silence as the doctor fought back sobs. Octavia reached into her saddlebag and produced a small white envelope, holding it out to the doctor until he noticed.

"What's this?"

"I asked around and found where she had been staying; this was under her bed along with a bunch just like it. This one in particular though I thought you should read."

He took it from her and inspected it. It was an average crisp white envelope, but with a date scrawled across it with black ink. He was about to open it when a lone raindrop hit his ear, followed by another, and another. Soon it was completely pouring and the doctor found himself alone, Octavia having long since disappeared.

After a mad dash to the tardis, he shook himself off and started the engines. He didn't set any coordinates, he just wanted away from here, wherever and whenever the tardis took him.

With a sigh he sat down and stared at the envelope in his hooves. After a bit he opened it and pulled out the letter inside, which was folded at awkward angles. It was difficult to read at first because of the horrid hoofwriting but the more he read the easier it got, and the bigger the knot in his throat grew.

Dear momma

I know you probably won't get this, and you probably didn't get any of my other letters either. I just wanted to write to you one last time. I met a stallion today, but he was different. He didn't laugh at me, or pick on me. He's kind, caring, funny, and not to mention good looking! Anyway, I was thinking of running away with him. He travels a lot and he won't be back near ponyville for a really long time. I just thought I'd let you know.

There's something else too. I've been feeling lightheaded and dizzy a lot lately, more than usual. I'm also getting really bad headaches. I went to get it checked out with a doctor and she said I had cancer. They've only given me two months to live, and that was three weeks ago. They said it's too far into the advanced stages to treat and that all I could do was keep myself comfortable and keep a bright perspective on life, even if I have so little of it left.

I just don't know how I'm going to tell the doctor (that's the stallions' name). He seems to care a lot and I think I might even love him. I think he loves me too. I don't want to tell him because he might just leave me to avoid being hurt. I don't know what to do. All I know is that if I were to die tomorrow, I could die happy knowing I met somepony like him. He is the only one I've ever felt this way for, and if I can only enjoy my time with him for another month then I'll die the happiest mare in all of equestrian. If you ever get this, tell daddy I love him, and you too, so very much.

Hugs and kisses

Derpy


End file.
